NOTICE IS HEREBY GIVEN that the 43rd Annual General Meeting of Ardova Plc will hold at Southern Sun Hotel, 47 Alfred Rewane Road, Ikoyi, Lagos on Tuesday 27 September 2022 at 10am to transact the following business:
ORDINARY BUSINESS
1.
To lay before the members in the general meeting,
the Audited Financial Statements with the Statement of Profit or Loss and
other Comprehensive Income for the year ended 31 December 2021,
the Report of the Directors, the Report of the Auditors and Statutory Audit
Committee thereon.
2.
To re-elect Mr. AbdulWasiu Sowami and Mr. Olusola
Adeeyo to the Board of Directors as Directors whose terms expire in accordance
with Articles 88 and 89 of the Company’s Articles of Association.
3.
To authorize the Directors to fix the remuneration of
the External Auditors for the ensuing year.
4.
To elect/re-elect the members of the Statutory Audit
Committee.
5.
To disclose the
remuneration of managers of the Company in accordance with Section 257 of CAMA.
To consider and if
thought fit, pass the following resolutions as Ordinary Resolutions:
6.
To fix the remuneration of the Directors.
7.
A. To renew the general mandate authorizing the Company to enter
recurrent transactions which are of a trading nature or those necessary for its
day-to-day operations with related parties or companies in accordance with the
Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015: Issuer’s
Rules, governing transactions with related parties or interested persons on
normal commercial terms consistent with the Company’s transfer pricing policy.
8.
A. That the Directors be and are hereby authorized to take all steps
necessary to comply with the requirements of Section 124 of the Companies and
Allied Matters Act 2020 and the Companies Regulations 2021, as it relates to
unissued shares of the Company, including the cancellation of 2,689,370,733 unissued
ordinary shares of the Company; and
B. That the Directors be and are hereby authorized to enter into and
execute agreements, deeds, notices or any other documents, and to perform all
acts and to do all such other things necessary for or incidental to giving
effect to Resolution 8(A) above, including without limitation, appointing such
professional parties, consultants and advisers and complying with the
directives of the regulatory authorities.
9.
To consider and if thought fit pass the following as
special resolutions:
A. That pursuant to resolutions 8 above, the Directors be and are
hereby authorized to amend Clause 5 of the Memorandum of Association and
Article 3 of the Articles of Association of the Company, as necessary to
reference only the issued shares in the share capital of the Company.
B. That the Directors be and are hereby authorized to enter into and
execute agreements, deeds notices or any other documents and to perform all
acts and to do all such other things necessary for or incidental to giving
effect to Resolution 9(A) above, including without limitation, appointing such
professional parties, consultants and advisers and complying with the
directives of the regulatory authorities.
Dated 22nd of August 2022.
BY ORDER OF THE BOARD
OLADEINDE NELSON - COLE
Company Secretary
FRC/2019/00000019918
1 AP/Conoil Road, Ijora, Lagos.
NOTES
Relevant
documents in connection with the Meeting are available to all Shareholders from
the date of this notice on the Company’s Website www.ardovaplc.com
PROXY
Members of the Company,
entitled to attend and vote, are entitled to appoint proxies to attend and vote
in their stead. A proxy need not be a member of the Company. A proxy form is
provided with this Annual Report and Financial Statement. To be valid for the
purpose of the meeting, the form must be completed and deposited at the office
of the Registrars, Veritas Registrars Limited, not later than 48 hours before
the time appointed for holding the meeting. Copies may be downloaded from
either www.ardovaplc.com
or www.veritasregistrars.com
Due to the
safety challenges posed by the COVID-19 pandemic, public safety, the Company
has under the guidelines issued by the Corporate Affairs Commission (CAC),
obtained the approval of the CAC to hold the Annual General Meeting by proxy. Members
are hereby informed, that the Annual General Meeting shall only be held by
proxy in line with the said guidelines. The proceedings of the meeting shall
also be streamed live.
NOMINATED
PROXIES
In view of
the above, Members entitled to vote are advised to appoint any of the under
listed proxies to attend and vote in their stead:
1.
Mr. AbdulWasiu Sowami
2.
Sir Sunny Nwosu
3.
Mrs. Adebisi Oluwayemisi Bakare
4.
Mr. Job Onwughara
5.
Mr. Safiu Okunola
6.
Mr. Lawrence Oguntoye
7.
Mr. Patrick Ajudua
8.
Mr. Boniface Okezie
9.
Pastor Samson Olusegun Olagoke
10. Mrs. Funke Esther Augustine
11. Mr. Eric Akinduro
12. Mrs. Efunyemi Obideyi
13. Chief Matthew Akinlade
14. Mrs. Nike David
Each Member
is to appoint a Proxy by ticking the relevant box in the Proxy Form attached
hereto to indicate how his/her vote is to be cast for each proposed resolution
on the agenda.
For the
appointment to be valid, a completed and duly stamped proxy form by the
Commissioner of Stamp Duties must be deposited at the office of the
Registrar, Veritas Registrars Limited, at Plot 89A Ajose Adeogun Street,
Victoria Island, Lagos or
submitted via their email addresses enquiry@veritasregistrars.com or veritasregistrars@veritasregistrars.com not less than 48 hours before the time fixed for the meeting.
The cost of stamp duties would be borne by the
Company. Each duly completed proxy form shall be counted as one.
APPOINTMENT
OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE
In accordance with Section 404(3) of the Companies and Allied
Matters Act 2020, the Audit Committee shall consist of five members comprising
of three Shareholders and two Non-Executive Directors. Section 404(6) of the
Act also provides that any member may nominate a shareholder as a member of the
Audit Committee by giving notice in writing of such nomination to the Company
Secretary at least twenty-one days before the Annual General Meeting. Nominees to the Statutory Audit Committee must be compliant
with the laws, rules and regulations guiding listed companies in Nigeria. Accordingly,
we would, therefore, request that the nominations be accompanied by a copy of
the nominee’s curriculum vitae.
RE-ELECTION OF
DIRECTORS
In accordance
with Articles 88 and 89 of the Company’s Articles of Association, the Directors
retiring by rotation are Mr. AbdulWasiu Sowami and Mr. Olusola Adeeyo and being
eligible offer themselves for re-election. The profiles of the above-named
Directors are available for viewing in the annual reports.
RIGHT TO ASK
QUESTIONS
Members have a right
to ask questions in writing prior to the meeting, on their observations or
concerns arising from the Annual Report and Financial Statement for the year
ended December 31, 2021, provided that such questions in writing are submitted
no later than 19th September 2022. For ease of submission a
dedicated email address, shareholders@ardovaplc.com has been created to receive
submissions from shareholders.
UNCLAIMED
DIVIDENDS
All shareholders
with “unclaimed dividends” should address their claim(s) to the Registrars, Veritas Registrars Limited, Plot 89A Ajose Adeogun Street, Victoria
Island, Lagos. Members are encouraged to download
the e-dividend mandate form from the Registrars’ website at www.veritasregistrars.com,
execute same with their banks and send to the Registrars to update their
records for automatic posting of dividends.
Due to the volume
involved, the list of all unclaimed dividends is hosted on the Company’s
Website www.ardovaplc.com
for your attention and necessary action.
SPECIAL
BUSINESS
The CAC has
approved that the matters under Special Business be tabled at the Annual General
Meeting.
DISCLOSURE
REQUIREMENT
CAMA has
introduced “Disclosure of Remuneration of Managers” to the ordinary business of
the Annual General Meeting. The Corporate Guidelines 2021 (Guidelines) issued
by the CAC has defined a ‘Manager’ in relation to disclosure of remuneration at
the Annual General Meeting to include any person by whatever name called
occupying a position in senior management and who is vested with significant
autonomy, discretion and authority in the administration and management of the
affairs of a Company (whether in whole or in part). The remuneration of
Managers as defined in the Guidelines is stated on Note 31 of the Annual
Report.
LIVE STREAMING
OF THE AGM
The Meeting will be streamed live online to
enable Shareholders and other Stakeholders who will not be attending the
meeting physically to also be part of the proceedings. The link for the live
streaming of the meeting will be made available on the Company’s website at www.ardovaplc.com
CLOSURE OF REGISTER
The Register of Members will be closed from 15th
of September 2022 to 22nd of September 2022 (inclusive of both days)
to enable the Registrar to update the Register of Members.
E-REPORT
The Company’s Annual Reports are available
online for viewing and downloading from our website at www.ardovaplc.com or the Registrar’s website at www.veritasregistrars.com
